A foreign company is going into business with a Belarusian partner. The local side brings the things that are hard to import — market access, a customer base, licences, premises, people who know how the sector works locally. The foreign side brings capital and technology. They have agreed the shape of it: the foreign investor takes 40 per cent, the partner keeps 60, and a shareholders’ agreement will lock in the foreign side’s board seats, its veto over the decisions that matter, and a clean way out if the relationship sours. On paper it is a standard minority-protection package, the kind that would hold up in most of the jurisdictions the investor has done deals in before.

The problem sits in that last assumption. Belarus has a shareholders’-agreement instrument, and since 2021 it is more usable than it was — but it does not do what a foreign investor expects it to do, and the gap is exactly where the minority protections are supposed to live. A partner who votes against what the agreement says has broken a contract, and that gives the foreign side a claim for damages. What it does not generally give them is any way to undo the vote. The decision the partner pushed through still stands.

Which changes where the protections have to sit. Not only in the agreement, where a breach costs money but does not reverse anything, but in the charter and the capital structure, where they actually bind the company and its organs. This article is about that: the vehicle to use, why the shareholders’ agreement is weaker than it looks, where to put the protections so they hold, and how to handle contributions, tax and exit — written for the foreign investor deciding how to structure a Belarusian JV rather than how to paper one after the fact.

Three ways to build a joint venture

The orientation first.

Most operating joint ventures land on the LLC. The reasons are worth setting out, and so is the thing the table can only hint at — that the «minority protection» row is where foreign investors most often assume more than the law delivers.

Why the LLC is the usual vehicle

For most JVs the LLC is the right starting point, and for familiar reasons: a nominal charter capital, straightforward governance, no share-issuance machinery, and the form Belarusian banks, registrars and counterparties handle most comfortably. It is flexible enough to carry a two-partner venture without the formality a joint stock company imposes.

A closed joint stock company earns its place in the larger or more investor-heavy deal — where a share register is wanted for transfer control, where several investors are coming in rather than one, or where a formal board is part of the governance the parties want. It costs more to run, and for a straightforward two-party JV that cost usually buys nothing the LLC does not already provide. Our LLC registration and joint stock company pages set out the formation requirements for each.

The shareholders’ agreement, and where it stops

This is the part to understand before anything is signed, because it is the part most foreign investors get wrong.

Belarus does provide the instrument. For an LLC it is the agreement on the exercise of participants’ rights — the договор об осуществлении прав участников, or DOPU — under Article 111-1 of the Law on Business Companies; for a joint stock company it is the shareholders’ agreement. Until 2021 both were hemmed in by restrictions on what they could contain. Those restrictions were removed, and the instruments can now carry the substance a foreign investor would expect: agreed voting arrangements, lock-up periods, restrictions on transferring stakes to outsiders, and exit mechanics.

So far it reads like a shareholders’ agreement anywhere. Here is where it diverges, and the divergence is fundamental. The agreement binds only the participants who sign it — not the company itself. And a participant who votes in breach of it does not thereby invalidate the decision of the general meeting. The vote counts. The resolution passes. The wronged party is left with a claim for damages against the partner who broke the agreement, not a right to have the decision set aside. Belarusian practitioners put it more bluntly than a foreign adviser usually would: as a shield against a determined partner, the agreement is closer to reassurance than to armour.

Sit with what that means for the 40-per-cent investor in the opening. If the veto that protects them lives only in the DOPU, and the partner votes through the very thing the veto was meant to stop, the investor’s remedy is to sue for the loss — after the decision has already taken effect. For some breaches damages are an adequate answer. For the decisions that determine the direction of the business, they are not. The protection has to be somewhere a breach cannot simply be paid for.

Where the protection actually holds: the charter and the cap table

This is the constructive half of the article, and the part worth acting on.

The charter is not a contract between the partners. It is the constitutional document of the company, and it binds the company and its organs — which is precisely the reach the DOPU lacks. A protection written into the charter operates on the meeting itself, not merely on the partner who might breach it. So the reserved matters that genuinely matter to a foreign minority belong there: the categories of decision that require a qualified majority or unanimity, the quorum rules for the general meeting, the right to nominate directors, and the restrictions on transferring stakes. Put a decision behind a charter supermajority that the minority is part of, and the minority can actually block it — not sue after the fact, but block it.

The capital split then has to be read together with those reserved matters, because one is meaningless without the other. A 50/50 venture with no casting mechanism is an invitation to deadlock. A protected minority stake is only as protected as the supermajority thresholds standing behind it — 40 per cent blocks nothing unless the charter says the decisions worth blocking need more than 60 per cent to pass. The number on the cap table is not the protection. The reserved-matters list behind it is, and the two have to be designed as a single thing rather than negotiated separately and reconciled later.

Control, deadlock and the executive

Governance mechanics, read against what a Belarusian court will and won’t enforce.

Management usually sits with one person — a director, not a board — so who appoints that director, and who can remove them, is itself a control question, and often a bigger one than the headline shareholding. Quorum is the quietly underrated tool on the minority side. If the meeting can’t validly sit without the minority in the room, the minority has leverage every time a decision comes up — and because the quorum rule lives in the charter, it acts on the meeting itself, which a mere voting covenant between partners cannot.

Deadlock is where imported habits need the most adjustment. You can write in the familiar shoot-out and buy-sell mechanics but whether they’re worth anything here depends on whether a court will actually compel them, and one that ends in a claim for damages breaks a deadlock far less cleanly than the same clause somewhere it gets specifically enforced. What tends to hold up better is a provision built on objective triggers and rooted in the constitutional documents, where a partner can’t simply breach it and write a cheque. Design this with someone who’ll tell you plainly which mechanism has teeth and which just reads well on the page.

Contributions, IP and what they are worth

What each side puts in, and the valuation question underneath it.

The contributions are rarely symmetrical. One side puts in cash; the other puts in premises, equipment, an IP licence, or know-how. Non-cash contributions have to be valued, and a valuation that suits the partner contributing the asset is not the same as an independent one — the same discipline that applies to valuing property in any Belarusian matter applies here, and an inflated in-kind contribution quietly dilutes the partner who came in with cash. Where the foreign investor is contributing technology, the licence granted to the JV needs its scope defined and its fate on exit settled at the outset: what the JV may do with the IP, for how long, and what happens to the licence if the venture ends. Intellectual property handed to a joint venture without those questions answered is the asset most likely to be fought over later.

The documentary side of a foreign contribution — corporate authority, apostilled or legalised incorporation papers, the ownership chain — is the same workload as any foreign-owned formation. Our page on documents legalisation and apostille covers it, and the JV entity’s registration is recorded in the Unified State Register.

Tax and getting profit out

The tax picture, how profit actually leaves, and one status point unique to JVs.

Take the status point first. A JV with a foreign participant may qualify as a commercial organisation with foreign investment, a defined status that historically turned on a minimum foreign contribution to the charter capital. It brings consequences worth understanding before you commit — exit included, which the next section covers. Don’t take the threshold from older guidance, though: the regime has been adjusted, so confirm whether and how it applies to your specific deal.

On ordinary tax, the JV is a resident taxpayer, and three things really move a foreign investor’s return — the dividend withholding rate as modified by any double-tax treaty, the practicalities of repatriation, and whatever profit split sits alongside the equity split. Repatriation deserves a closer look than it usually gets. Being allowed to distribute and actually getting the funds out through the banking channel are different problems, and the second has taken longer since 2022; if your business case assumes fast distributions, stress-test it now rather than after the first dividend. A profit split that departs from the shareholdings is the other thing to handle at the structuring stage, because it won’t simply follow from the agreement. The currency-control rules on money in and money out are the National Bank‘s.

Exit: design it before you enter

Of all the parts of a JV, this is the one most often left until it’s needed — and the one that costs most when it is.

A status point catches foreign investors off guard first. A commercial organisation with foreign investment can’t be wound up on a decision of the registering authority the way an ordinary company can; it goes through the courts. So the easy fallback — an administrative wind-down — isn’t really on the table, which makes a clean, pre-agreed exit worth more here than it would be elsewhere, not less.

The exit terms run into the same enforcement ceiling as everything else in the agreement, and that’s the reason they belong in the charter, with objective triggers. Pre-emption and transfer restrictions on a partner’s sale hold when they’re in the charter; left in a covenant, they’re only as good as a damages claim. Put and call options carry the same limitation that runs through this whole article — a mechanism that ends in a claim for money is weaker than it looks on the page, and the valuation formula behind it has to be objective enough not to become the next fight. All of which points one way. Design the exit at the start, while both partners still want the venture to work, because that is the one moment when agreeing how to end it is easy.

The 2026 reality

The overlays specific to partnering locally, worth seeing before the structure is fixed.

Your partner is now part of your compliance picture. A JV ties the foreign investor to a specific Belarusian counterparty, and that partner’s ownership, control and connections become the foreign side’s concern as much as its own. Counterparty due diligence on the local partner, and screening of the ownership chain behind them, is not a formality here — it is the step that protects the foreign parent from inheriting an exposure it did not price. Do it before signing, not after.

Banking and currency control drive the timeline. A JV entity opens accounts and moves capital under the rules for anything foreign-owned, with enhanced due diligence and currency-control steps on the capital going in and the profit coming out. Our article on opening a corporate bank account as a non-resident covers what to expect at the account level. Get the banking moving early — of the whole set-up, it’s the step most likely to run over.

Disclosure runs through both partners. Beneficial ownership obligations attach to the JV and reach through the ownership of each side, the foreign investor included. The consolidated legislation is published on pravo.by and in ETALON-ONLINE, with general guidance for investors at law.by.

Cost picture

The cost categories to budget for, with ranges to be supplied by the firm before publication:

• Formation of the JV entity — legal and registration fees
• Charter drafting — the reserved-matters and protection work, which is where the real value sits
• The shareholders’ agreement / DOPU, drafted to work alongside the charter rather than instead of it
• Independent valuation of non-cash contributions
• Documents legalisation for the foreign partner — apostille or consular legalisation
• Bank account opening support, and annual audit where foreign-investment status applies

The comparison worth putting to a client is not the set-up cost against a cheaper structure, but the cost of the charter work against the cost of discovering, mid-dispute, that the protections were only ever in the agreement.

Conclusion

Come back to the investor taking 40 per cent. Their plan was sound everywhere except in one assumption — that the shareholders’ agreement would guarantee their veto and their exit. In Belarus it will not. It will give them a claim for damages when the partner breaches it, which is a different and weaker thing than the power to stop the breach from taking effect. Once that is clear, the structuring follows: put the protections that matter into the charter and the capital structure, where they bind the company and its organs, and let the agreement carry what a damages claim can adequately answer.

That single distinction reorganises the whole exercise. The vehicle is usually an LLC. The reserved matters, the supermajority thresholds, the quorum rules, the transfer restrictions and the exit triggers belong in the charter. The valuation of contributions has to be independent, the IP licence has to be pinned down, and the exit has to be designed before the entry. The shareholders’ agreement still has a role — but as support for the structure, not as the structure itself.

For case-specific scoping — choice of vehicle, the charter and reserved-matters work, valuation of contributions, or exit design for a specific partnership — contact our team. We structure joint ventures for foreign investors from the first term sheet through to a registered entity, alongside the company formation workflow and, where a partnership is not in fact the right route, the wholly-owned subsidiary alternative.